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  4. [Form 4] Travelzoo Insider Trading Activity

Travelzoo Insider Azzurro Capital Trims Stake by 1.2%

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Travelzoo (TZOO) Form 4: 10% owner Azzurro Capital Inc. reported two open-market sales of common stock.

  • 30 Jul 2025: sold 30,000 shares at an average price of $10.19 (range $10.10-$10.31). Beneficial ownership after the trade: 4,015,196 shares.
  • 31 Jul 2025: sold 17,500 shares at an average price of $10.27 (range $10.20-$10.32). Beneficial ownership after the trade: 3,997,696 shares.

The total disposition of 47,500 shares represents roughly 1.2 % of Azzurro Capital’s prior position and was executed by indirect owner Ralph Bartel / Ralph Bartel 2005 Trust. No derivative transactions were reported. The filing does not disclose any accompanying corporate events or changes in guidance.

Positive

  • None.

Negative

  • 10% owner reduced position by 47,500 shares, which could be interpreted as a slight negative sentiment signal.

Insights

TL;DR – Minor stake trim by 10 % holder; signal modestly negative but not material.

The sale reduces Azzurro Capital’s holding by just over 1 %, leaving a sizable 3.99 m-share position. Insider dispositions can hint at reduced confidence, yet the scale and spacing—two consecutive trading days at prices near $10.20—suggest liquidity management rather than a strategic exit. The absence of option exercises or concurrent news limits informational value. Given the still-large stake and lack of other catalysts, I view impact on fundamental outlook as limited, though sentiment could soften near term.

Insider AZZURRO CAPITAL INC
Role 10% Owner
Sold 47,500 shs ($485K)
Type Security Shares Price Value
Sale Common Stock 17,500 $10.27 $180K
Sale Common Stock 30,000 $10.19 $306K
Holdings After Transaction: Common Stock — 3,997,696 shares (Indirect, Shares sold were directly owned by Azzurro Capital Inc.)
Footnotes (1)
  1. Sale prices for the shares sold ranged from $10.10 to $10.31 per share. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each price. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust. Sale prices for the shares sold ranged from $10.20 to $10.32 per share.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AZZURRO CAPITAL INC
(Last) (First) (Middle)
C/O SOVEREIGN MANAGEMENT LIMITED
P.O. BOX 564 SOVEREIGN PLACE
(Street)
GIBRALTAR J1 GX11 1AA
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO [ TZOO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/30/2025 S 30,000 D $10.19(1)(2) 4,015,196(3) I(4) Shares sold were directly owned by Azzurro Capital Inc.
Common Stock 07/31/2025 S 17,500 D $10.27(2)(5) 3,997,696(3) I(4) Shares sold were directly owned by Azzurro Capital Inc.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Sale prices for the shares sold ranged from $10.10 to $10.31 per share.
2. The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each price.
3. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc.
4. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust.
5. Sale prices for the shares sold ranged from $10.20 to $10.32 per share.
Remarks:
Ralph Bartel, Authorized Signatory 08/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many Travelzoo shares did Azzurro Capital sell?

A total of 47,500 common shares were sold over two days.

What prices were the TZOO shares sold at?

Sales ranged between $10.10 and $10.32 per share, with average prices of $10.19 and $10.27.

How many TZOO shares does Azzurro Capital still own?

After the transactions, Azzurro Capital reports holding 3,997,696 shares.

Does the Form 4 include any derivative transactions?

No, no derivative securities were reported in Table II.

Who has indirect ownership of the reported shares?

Indirect ownership is attributed to Ralph Bartel and the Ralph Bartel 2005 Trust.